Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF SILVER SHIELD RESOURCES CORP.
ORDER (Section 144 of the Act)
WHEREAS the securities of Silver Shield Resources Corp. (the Corporation) are subject to a cease trade order dated May 20, 2014 issued by the Director of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) of the Act (the Ontario Cease Trade Order) directing that trading in securities of the Corporation cease, whether direct or indirect, until the order is revoked by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Corporation was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;
AND WHEREAS the Corporation has applied to the Commission pursuant to section 144 of the Act for a full revocation of the Ontario Cease Trade Order;
AND UPON the Corporation having represented to the Commission that:
1. The Corporation was incorporated on June 1, 2006 in Ontario under the Business Corporations Act (Ontario) in the name of "Gemini Acquisitions Inc." and on March 4, 2008 changed its name to "Silver Shield Resources Corp."
2. The Corporation's head and registered office is located at 2 Toronto Street, Suite 212, Toronto, Ontario, M5C 2B5.
3. The Corporation is a reporting issuer in the provinces of Ontario, British Columbia and Alberta (the Reporting Jurisdictions). The Corporation is not a reporting issuer in any other jurisdiction in Canada.
4. The Corporation's authorized share capital consists of an unlimited number of common shares, without nominal or par value, of which 82,570,350 common shares are issued and outstanding as of March 24, 2015. The Corporation also has 5,000,000 stock options outstanding, each with an exercise price of $0.10 and expiring on August 23, 2015. The Corporation has no other securities, including debt securities, outstanding.
5. The Corporation is suspended from trading from the TSX Venture Exchange and has had its shares moved to the NEX Board under the symbol, SSR.H. The Corporation is only listed on the NEX Board at this time and is not listed on any other exchange, marketplace or facility.
6. The Ontario Cease Trade Order was issued as a result of the Corporation's failure to file its audited annual financial statements, the related management's discussion and analysis (MD&A) and certification of annual filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) for the year ended December 31, 2013 (the Annual Filings).
7. The Corporation is also subject to similar cease trade orders issued by the British Columbia Securities Commission (the BCSC) on May 8, 2014 (the BC Cease Trade Order) and by the Alberta Securities Commission (the ASC) on August 19, 2014 (the Alberta Cease Trade Order, and together with the Ontario Cease Trade Order and the BC Cease Trade Order, the Cease Trade Orders) as a result of its failure to make the Annual Filings. The Corporation has concurrently applied to the BCSC and the ASC for orders for revocation of the BC Cease Trade Order and the Alberta Cease Trade Order, respectively.
8. Since the issuance of the Ontario Cease Trade Order, the Corporation has filed the following continuous disclosure documents with the Reporting Jurisdictions as at May 4, 2015:
(i) Form 13-502F1 -- Class 1 Reporting Issuer -- Participation Fee for the year ended December 31, 2013;
(ii) the Annual Filings;
(iii) the unaudited interim financial statements, MD&A and NI 52-109 certificates of the Corporation for the period ended March 31, 2014;
(iv) the unaudited interim financial statements, MD&A and NI 52-109 certificates of the Corporation for the period ended June 30, 2014;
(v) the unaudited interim financial statements, MD&A and NI 52-109 certificates of the Corporation for the period ended September 30, 2014; and
(vi) the audited annual financial statements, MD&A and NI 52-- 109 certificates of the Corporation for the year ended December 31, 2014.
10. The Corporation is (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the Cease Trade Orders; and (iii) except as described in paragraph 11, not in default of any of its obligations under the Cease Trade Orders.
11. Since the issuance of the Ontario Cease Trade Order, the Corporation entered into a loan agreement with BlackBirch Capital pursuant to which the Corporation received a loan of $50,000 (the Loan). The loan proceeds were to be used exclusively to complete and file the Corporation's 2013 annual financial statements and its Q1 -- Q3 2014 interim financial statements, for any other costs the Corporation will need to incur that are necessary in order to remove the Cease Trade Orders, and for any other costs associated in being reinstated back onto the TSX Venture Exchange. The Corporation also agreed to issue 50,000 common share purchase warrants, subject to TSX Venture Exchange Approval, upon the removal of the Cease Trade Orders. The agreement of the Corporation to issue common share purchase warrants may have been an act in furtherance of a trade in contravention of the Ontario Cease Trade Order.
12. The Corporation's SEDAR issuer profile and SEDI issuer profile supplement are current and accurate.
13. The Corporation has paid all outstanding activity, participation and late filing fees that are required to be paid.
14. The Corporation held its Annual General and Special Meeting on April 30, 2015.
15. The Applicant has given the Commission a written undertaking that it will not complete a restructuring transaction or significant acquisition involving, or complete a reverse take-over with a reverse takeover acquirer that has, directly or indirectly, a material underlying business which is not located in Canada without providing the Commission with notice of such transaction by filing and obtaining a receipt for a prospectus.
16. Upon the revocation of the Ontario Cease Trade Order, the Corporation will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Cease Trade Orders.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED at Toronto, Ontario on this 8th day of May, 2015.